Tenn. Code Ann. § 61-2-201

This is the official text of Tenn. Code Ann. § 61-2-201, part of Tennessee’s Code Ann — part of the compiled statutory law of Tennessee, published by the state as "Code Ann." Browse the sections below, each linked to its official government source.

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Execution and filing of certificate of limited partnership

Official statutory text

(a) In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth: (1) The name of the limited partnership; (2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ; (3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (4) The name and the business, residence, or mailing address of each general partner; (5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and (6) Any additional information required by the secretary of state. (b) The partnership agreement shall not be filed. (c) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise. Amended by 2020 Tenn. Acts, ch. 719, s 27, eff. 6/22/2020. Amended by 2014 Tenn. Acts, ch. 783, s 22, eff. 7/1/2014. Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997 , ch. 38, § 1.
(a) In order to form a limited partnership, one (1) or more persons, but not less than all of the general partners, must execute a certificate of limited partnership. A certificate of limited partnership must be filed with the secretary of state, in the manner and form prescribed by the secretary of state, and set forth: (1) The name of the limited partnership; (2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ; (3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office; (4) The name and the business, residence, or mailing address of each general partner; (5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and (6) Any additional information required by the secretary of state.
(1) The name of the limited partnership;
(2) The street address and zip code of the limited partnership's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office as required to be maintained by § 61-2-104 ;
(3) The street address and zip code of the principal office of the limited partnership, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
(4) The name and the business, residence, or mailing address of each general partner;
(5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and
(6) Any additional information required by the secretary of state.
(b) The partnership agreement shall not be filed.
box if the United States postal service does not deliver to the principal office;
(4) The name and the business, residence, or mailing address of each general partner;
(5) Any other matters not inconsistent with the partnership agreement that the partners determined to include; and
(6) Any additional information required by the secretary of state.
(b) The partnership agreement shall not be filed.
(c) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the secretary of state or at any later date or time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. A limited partnership shall have a term of fifty (50) years unless the certificate of limited partnership provides otherwise.
Amended by 2020 Tenn. Acts, ch. 719, s 27, eff. 6/22/2020.
Amended by 2014 Tenn. Acts, ch. 783, s 22, eff. 7/1/2014.
Acts 1988, ch. 922, § 1; 1989, ch. 270, § 10; 1997 , ch. 38, § 1.

Status: in_force

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About this page: Statute text is reproduced from official government publishers via the Open US Law dataset (Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine (Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.